CarbonMeta Technologies Inc (COWI)

[Johnny4profits]

SC 13G - Jul 10, 2014 http://www.otcmarkets.com/edgar/GetFilingHtml?FilingID=10090441
REFER TO ABOVE FILING LINK FOR COMPLETE DISCLOSURE

158,400,000shares of Common Stock were, as of April 4, 2014 (the “Settlement Date”), the maximum amount of shares of Common Stock that could be owned directly by IBC Funds LLC (the “IBC”) pursuant to an order (the “Order”) entered by the Circuit Court of the Twelfth Judicial Circuit in and for Sarasota County, Florida (the “Court”) approving, among other things, the fairness of the terms and conditions of an exchange pursuant to Section 3(a)(10) of the Securities Act of 1933, as amended, in accordance with a settlement agreement and stipulation (the “Settlement Agreement”) between the Issuer and IBC in the matter entitled IBC Funds LLC v. CoroWare, Inc. (the “Action”). IBC commenced the Action against the Issuer on April 2, 2014 to recover $96,800 of past-due accounts payable of the Issuer, which IBC had purchased from vendors of the Issuer pursuant to terms of separate receivable purchase agreements between IBC and such vendors (the “Claim”). The Order provides for the full and final settlement of the Claim and the Action. The Settlement Agreement became effective and binding upon the Issuer and IBC upon execution of the Order by the Court on the Settlement Date.

The Settlement Agreement provides that the total number of shares of Common Stock to be issued to IBC pursuant to the Settlement Agreement be based upon a specified discount to the lowest sale price of the Common Stock for a specified period of time preceding a share request by IBC pursuant to the Settlement Agreement. Specifically, the total number of shares of Common Stock to be issued to IBC pursuant to the Settlement Agreement shall be equal to the sum of: (i) the quotient obtained by dividing (A) $96,800 (representing the total amount of the Claim), by (B) 50% of the lowest sale price of the Common Stock in the 20 trading days preceding a share request by IBC pursuant to the Settlement Agreement (collectively, the “Settlement Shares”).

The Settlement Agreement provides that it is the intention of the parties that the Settlement Shares beneficially owned by IBC at any given time shall not exceed the number of shares of Common Stock that, when aggregated with all other shares of Common Stock then beneficially owned by IBC, would result in the beneficial ownership by IBC at any time of more than 9.9% of the Common Stock as would be outstanding on such date, as determined in accordance with Section 16 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and the regulations promulgated thereunder. The Settlement Shares are the only shares of Common Stock IBC owns. For purposes of calculating the percentage of the class, IBC has been informed by the Issuer that there were a total of 1,600,000,000 shares of Common Stock outstanding on the Settlement Date. Accordingly, the maximum amount of Settlement Shares that could be owned by IBC on the Settlement Date equaled 158,400,000. Prior to all of the Settlement Shares being issued to IBC, the maximum amount of Settlement Shares that IBC can own is subject to adjustment based on the amount of Common Stock outstanding on any given date.



CUSIP No. 219858404

13G

Page 5 of 6 Pages


Furthermore, the Settlement Agreement provides that, for so long as IBC or any of its affiliates hold any shares of Common Stock, the Issuer and its affiliates are prohibited from, among other actions, voting any shares of Common Stock owned or controlled by the Issuer or its affiliates (unless voting in favor of a proposal approved by a majority of the Issuer’s board of directors), or soliciting any proxies or seeking to advise or influence any person with respect to any voting securities of the Issuer, in favor of: (a) an extraordinary corporate transaction such as a merger, reorganization or liquidation of the Issuer or any of its subsidiaries; (b) a sale or transfer of a material amount of assets of the Issuer or any of its subsidiaries; (c) material changes in the capitalization or dividend policy of the Issuer; (d) any other material change in the Issuer’s business or corporate structure; (e) changes in the Issuer’s charter, bylaws or instruments corresponding thereto; (f) causing a class of securities of the Issuer to be delisted; (g) causing a class of equity securities of the Issuer to become eligible for termination of registration under the Exchange Act; (h) terminating its transfer agent; (i) taking any action that would impede the purposes of the Settlement Agreement; or (j) taking any actions similar to the foregoing. These prohibitions may not be modified or waived without further order of the Court.

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